WILLIAM LYON HOMES (NYSE:WLH) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
-
0
WILLIAM LYON HOMES (NYSE:WLH) Files An 8-K Entry into a Material Definitive Agreement

WILLIAM LYON HOMES (NYSE:WLH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

2027 Notes Indenture

On July 9, 2019, William Lyon Homes, Inc. (“California Lyon”), a California corporation and a wholly owned subsidiary of William Lyon Homes, a Delaware corporation (“Parent”), completed the sale to certain purchasers (the “Offering”) of $300.0 million in aggregate principal amount of 6.625% Senior Notes due 2027 (the “Notes”), in a private placement to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act. The Notes were issued to an indenture, dated as of July 9, 2019 (the “2027 Notes Indenture”), by and among California Lyon, Parent, the subsidiary guarantors party thereto (together with Parent, the “Guarantors”) and U.S. Bank National Association, as trustee.

Parent, through California Lyon, will use the net proceeds from the Offering, as well as cash on hand, to redeem $300.0 million in aggregate principal amount of California Lyon’s outstanding $350.0 million of 7.00% Senior Notes due 2022 (the “2022 Notes”).

to the 2027 Notes Indenture, interest on the Notes will be paid semi-annually on January 15 and July 15, commencing January 15, 2020. The Notes will mature on July 15, 2027.

The Notes and the guarantees are California Lyon’s and the Guarantors’ senior unsecured obligations. The Notes and the guarantees rank equally in right of payment with all of California Lyon’s and the Guarantors’ existing and future unsecured senior debt, and senior in right of payment to all of California Lyon’s and the Guarantors’ existing and future subordinated debt. The Notes and the guarantees will be effectively subordinated to any of California Lyon’s and the Guarantors’ existing and future secured debt.

On or after July 15, 2022, California Lyon may redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount on the redemption date) set forth below plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, if redeemed during the 12-month period commencing on each of the dates as set forth below:

These covenants are subject to a number of exceptions and qualifications as set forth in the 2027 Notes Indenture. The 2027 Notes Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Notes to be declared due and payable. In addition, if the Notes are assigned an investment grade rating by certain rating agencies and no default or event of default has occurred or is continuing, certain covenants related to the Notes will be suspended. If the rating on the Notes should subsequently decline to below investment grade, the suspended covenants will be reinstated.

The foregoing description of the 2027 Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the 2027 Notes Indenture filed as Exhibit 4.1 hereto and incorporated by reference herein.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

On July 9, 2019, California Lyon issued an irrevocable notice of redemption (the “Notice”) with respect to the 2022 Notes. to the Notice, California Lyon gave holders of the 2022 Notes notice that it will redeem $300.0 million in aggregate principal amount of the outstanding 2022 Notes on August 15, 2019 (the “Redemption Date”). The 2022 Notes have an outstanding principal balance of $350.0 million. The $300.0 million in aggregate principal amount of the outstanding 2022 Notes being called for redemption will be redeemed to the redemption provisions of the indenture, dated August 11, 2014, to which the 2022 Notes were issued (the “022 Notes Indenture”). The redemption price will be equal to 100.000% of the principal amount of the 2022 Notes being called for redemption, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

(d) Exhibits:

4.2    Form of 6.625% Senior Notes due 2027 (included in Exhibit 4.1).


WILLIAM LYON HOMES Exhibit
EX-4.1 2 d776330dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION       WILLIAM LYON HOMES,…
To view the full exhibit click here